Nonprofits

Overview

Locke Lord has a long tradition of serving nonprofit entities, including universities, seminaries, hospitals, other health care and social service organizations, museums, religious entities, private foundations and trade associations. We represent a variety of organizations in the world of nonprofits, from the banks that provide financing and the foundations that provide financial support, to the insurance companies that structure unique programs for charities. Locke Lord also assists corporations and individuals in establishing charitable trusts and/or private foundations to facilitate charitable giving. We have considerable experience in securing and maintaining tax-exempt status for nonprofit organizations and deal extensively with the Internal Revenue Code's provisions regulating unrelated business taxable income and debt-financed income.

Locke Lord has a long tradition of serving nonprofit entities, including universities, seminaries, hospitals, other health care and social service organizations, museums, religious entities, private foundations and trade associations. We represent a variety of organizations in the world of nonprofits, from the banks that provide financing and the foundations that provide financial support, to the insurance companies that structure unique programs for charities. Locke Lord also assists corporations and individuals in establishing charitable trusts and/or private foundations to facilitate charitable giving. We have considerable experience in securing and maintaining tax-exempt status for nonprofit organizations and deal extensively with the Internal Revenue Code's provisions regulating unrelated business taxable income and debt-financed income.

Publicly Supported Charities

We represent tax exempt religious, charitable and educational organizations on issues such as:

Qualifying for and preserving exempt status

Unrelated business income tax issues

Intermediate sanctions rules

Lobbying and political campaign activities

Creation of taxable subsidiaries

Tax and state regulatory issues associated with fundraising and links with corporate sponsors

Corporate governance

State charity and nonprofit corporation laws

Compliance with charitable trust and solicitation laws

Sarbanes-Oxley Act spillover into nonprofit world

Employment issues

Real estate transactions

Executive compensation

Retirement programs and health care

Mergers and acquisitions, divestitures and other commercial transactions

We have obtained many private letter rulings and determination letters for our exempt organization clients from both the IRS National Office and its district offices on a variety of subjects. We have also advised our charitable clients on complex organizational matters – for example, structuring for a major national public charity, the merger of its multi-state affiliates into the charity’s national organization.

Foundations

We have served for many years as the principal legal advisor to one of the largest private foundations in the Midwest, with assets of close to $1 billion, and have organized and assisted many other small, medium-sized and large private foundations. We also represent Texas' oldest community foundation, as well as numerous corporate-sponsored foundations, including bank-sponsored foundations and scholarship foundations.

We often advise clients regarding IRC provisions that relate specifically to private foundations, including the self-dealing and other excise tax provisions under Chapter 42.

Health Care

Locke Lord lawyers offer a full range of legal services to nonprofit health care systems and hospitals, insurers, managed care companies, physicians and physician groups and other health care facilities and businesses. Our broad experience in both corporate health care and insurance regulation enables us to deal effectively with the continuously changing roles of payors and providers. We provide counsel on:

Tax-exempt bond financing

IRS compliance checks and audit initiatives

IRC § 501(c)(3) tax issues

Trustee liability and fiduciary obligations

Nonprofit corporate structuring to comply with IRC § 501(a)

Avoidance of penalties under the "private inurement" and "private benefit" doctrines

Internal and external investigations and defense of regulatory and criminal proceedings

Trade Associations

We represent trade associations and professional societies in the insurance, health care, construction, manufacturing and other business sectors. These clients are advised on a wide range of tax-related issues, including:

Obtaining and maintaining tax exemption

Unrelated business income tax

Lobbying and the proxy tax planning for and forming taxable subsidiaries

Lenders and nonprofit organizations that want to tap capital markets through tax-exempt bonds or taxable securities come to us for our creative and cost efficient solutions. Lenders can provide letters of credit that provide credit enhancement and lower costs to nonprofit borrowers. We have represented numerous universities, cultural institutions and social services agencies directly in bond issuances and helped them determine which bond issuer to use, which projects could be financed, and understand what the process entails. We have also represented nonprofit borrowers in swap transactions.

Director and Officer Liability

We frequently counsel our nonprofit clients on coverage and liability issues for directors, trustees and officers of nonprofits regarding their duties and liabilities under state and federal law. We also advise on issues related to indemnification under corporate bylaws and coverage under directors' and officers' insurance policies.

Religious Organizations

We have a great deal of experience in representing religious organizations, including educational institutions, social service organizations, radio networks, hospitals, religious orders, religious denominations and religious entities that band together to provide for liabilities on a common basis. Examples of entities we have been involved with to provide for liabilities on a common basis include risk pooling organizations for the protection of property, and retirement and health programs for employees and ministers of religious organizations. In that connection we have:

Drafted qualified retirement plans sponsored by church organizations.

Obtained private letter rulings from the IRS and advisory opinions from the Department of Labor confirming that church benefit programs were church plans within the meaning of Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code.

Discussed with IRS and Treasury officials in Washington various regulatory changes affecting church benefit programs including the federal Church Plan Parity and Entanglement Prevention Act, the Clergy Housing Allowance Clarification Act of 2002 and other federal legislation and regulations.

Represented self-insured church benefit plans before various state insurance departments that sought to regulate them the as unlicensed insurance companies or multiple employer welfare arrangements (MEWAs).

Prepared and submitted comments on various proposed federal regulations affecting health plans covering employees of two or more unrelated employers.

Showing Results for

Notable Matters

Trustees of Boston College 501(c)(3) Revenue Bonds

Edwards Wildman has a long history of serving as bond counsel in connection with the issuance of qualified 501(c)(3) bonds by the Massachusetts Development Finance Agency (and its predecessor) for the Trustees of Boston College.
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Southcoast Health System 501(c)(3) Revenue Bonds

Edwards Wildman has a long history of serving as bond counsel in connection with the issuance of qualified 501(c)(3) bonds by the Massachusetts Development Finance Agency (and its predecessor) for the benefit of Southcoast Health System, Inc., a Massachusetts non-profit corporation that oversees and coordinates a series of affiliated corporations that provide a broad range of health care and related services to southeastern Massachusetts and adjoining communities in Rhode Island.
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Defense of Charitable Foundation in Public Park Dispute

In September 2012, a team of our Real Estate and Litigation lawyers in Boston and Providence secured a judgment ordering a real estate developer to tear down a $2 million waterfront home constructed entirely on an abutting public park in Narragansett, Rhode Island owned by our client, a charitable foundation.

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Northeastern University 501(c)(3) Revenue Bonds

Edwards Wildman has served as bond counsel and borrower’s counsel to Northeastern University in connection with the issuance of qualified 501(c)(3) bonds by the Massachusetts Development Finance Agency (and its predecessor) for the benefit of Northeastern University and also in connection with the direct issuance of corporation bonds by the University.
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